| 1. | Definitions | ||||||
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'our', 'we' and 'us' means B& F Services and, where applicable, its officers, employees and authorised agents; 'our site' means our website or websites; 'you' and 'your' include any business with which you are associated and on behalf of which you use our services; 'services' means the company formation service and other ancillary services offered on this agreement and where relevant includes any goods supplied by us; and 'terms and conditions' includes these terms and conditions of business, our Privacy Policy and all other instructions to you posted to us. |
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| 2. | Terms and Condition | ||||||
| 2.1 | When requesting services from our site/ or by email/ in written you agree to comply with the ordering procedure | ||||||
| 2.2 | When requesting services for the first time you will specify an individual user name and password( if you are using our website services). This will allow future access to the online Company Administration pages and it is your responsibility to keep this name and password confidential. We will not be responsible for any changes made to any company through an unauthorised use of a user name and password. | ||||||
| 2.3 | These terms and conditions shall apply to all contracts you make with us. Each time you use our services you are offering to contract with us on the basis of these terms and conditions. All access to our site/ or any communication with our company is subject to these terms and conditions. No other terms and conditions will apply to our supply of goods or services. | ||||||
| 3. | Our Service | ||||||
| 3.1 | Our business services shall consist of incorporation services/ marketing services/ opening business accounts/ advertising in our magazines etc and described on the Company websites. In company registration services, any alterations to our standard Memorandum & Articles of Association or formation of a company with your own documents shall be subject to an additional charge. | ||||||
| 3.2 | Our Registered Offices services shall consist of the services listed and described on the Company Formations home page. The Registered Office service does not entitle the user to hold out this address as his trading address or to receive large volumes of commercial mail. We may withdraw the service at any time at our discretion if, in our opinion, the address is being used for any illegal purpose or to enable the user to avoid his responsibilities to the authorities, his customers or the general public. | ||||||
| 3.3 | Our Company Secretarial services shall consist of the services listed and described on the Company Formations home page. Any additional work beyond countersigning documents as Secretary or filing the Annual Return will be chargeable at a rate to be agreed in advance of the work being undertaken. | ||||||
| 3.4 | Our Dormant Company Services shall consist of the services listed and described on the Company Formations home page. We may withdraw the service at any time at our discretion if, in our opinion, the address is being used for any illegal purpose or to enable the user to avoid his responsibilities to the authorities, his customers or the general public. Where we receive information that the company name is an infringement of a third party's intellectual property rights or is being used for any illegal or improper purpose, we will resign our officers immediately and give you the option of dissolving the company or taking on the administration of the company yourself. We will not be responsible for entering into any negotiations or defending any actions against your company. | ||||||
| 3.5 | Our advertising services in Metropolia are subject to the following terms | ||||||
| 3.5.1 | Format of Electronic files | ||||||
| 3.5.1.1 | Electronic files shall be provided to Metroplia on Wednesday before the date of publication of the Magazine in which the Customer's advertisement is to be placed. If the file is not provided within the specified period than Metropolia reserves the right to place the Customer's advertisement in a later issue of the Magazine, such placement to be subject always to the availability of the position required by the Customer. | ||||||
| 3.5.1.2 | Metropolia shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed. | ||||||
| 3.5.1.3 | If an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action, Metropolia may charge the Customer for any resulting additional cost occurred for making any adjustment or other corrective actions. | ||||||
| 3.5.1.4 | An electronic file submitted to Metropolia shall meet the following specifications | ||||||
| 3.5.1.4.1 | Files should be sent to us either asa tiff file or PdF Document. | ||||||
| 3.5.1.4.2 | All images included in your advert must have resolution not lower than 180dpi and the colour mode used must be CMYK. | ||||||
| 3.5.1.4.3 | Furthermore, please make sure that the text is clear and readable and does not appear near to the edges (please leave at least 2.5mm space from each edge). | ||||||
| 3.5.1.5 | Metropolia is not responsible for any lack of clarity or resolution of the advertisement from the Electronic File provided by the Customer, all responsibility in this regard is with customer. | ||||||
| 3.5.2 | Changes | ||||||
| If the Customer wants to change, update the advertisement, the Customer has to inform Metropolia in writing by fax on 0207 117 3639 by Wednesday prior to printing. | |||||||
| 3.5.3 | Legality and Licensing | ||||||
| The Metropolia reserves the rights not to publish any issue , which in Metropolia' views is, or an infringement of the proprietary or other tights of any third party. This is Customer's responsibility to take any necessary action regarding any required license for advertisement including but not limited to text, logo, picture, illustration, Metropolia doesn't have any kind of responsibility regarding required license, breaking copyright law by customer. The Customer agrees to indemnify and keep indemnified Metropolia in respect of any claims costs and expenses arising directly or indirectly out of any illegal or libelous matter or any infringement of any copyright, patents, design or any other proprietary or personal rights contained in any material printed for the Customer. | |||||||
| 3.5.4 | Payments term and Instruction | ||||||
| The deadline for payment is on the last Friday before the date of publication of the Magazine in which the Customer's advertisement is to be placed. If the payment is not received, Metropolia shall not to place the Customer's advertisement in the issue. We accept payment by the following methods: | |||||||
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| 3.5.5 | Cancellation | ||||||
| 3.5.5.1 | Advice of cancellation must be given in WRITING to Metropolia , Marble Arch Tower, 55 Bryanston St, W1H 7AJ, London, UK within 14 days before the date from which customer wish to cancel the agreement. Before giving notice of cancellation the Customer is obligated to make any outstanding payments to Metropolia first. |
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| 3.5.5.2 | If the Customer will not settle any outstanding payments to Metropolia, Metropolia is not obligated to cancel the agreement. | ||||||
| 3.5.5.3 | Metropolia reserves right to cancel the agreement with the customer any time without any Notice. | ||||||
| 3.5.6 | Rights | ||||||
| Metropolia owns the copyright in all advertisements written or designed by us or on our behalf. It is a condition of placing an advertisement with us that we have the right to reproduce the advertisement in our media at any time. | |||||||
| 3.5.6.1 | The total or partial reproduction of text, photographs, illustrations or other forms is not permitted in any form. | ||||||
| 3.5.6.2 | Any reproduction of the advertisement published by Metropolia is not allowed without written consent of Metropolia. | ||||||
| 3.5.6.3 | The person who signs this Agreement for and on behalf of the Customer warrants to Metropolia that he or she has the authorisation of the Customer to enter into this Agreement on behalf of his/her entity and this is the responsibility of person who sign the agreement to make sure that all internal regulations and procedures of the Customer have been complied with before signing this agreement. | ||||||
| 3.5.6.4 | The Customer warrant to Metropolia that the Customer either owns or has the right to use and has the right to allow Metropolia to use and reproduce any intellectual property provided Metropolia for use in the Customer's advertisement. | ||||||
| 3.5.7 | Confidential Information | ||||||
| 3.5.7.1 | This Agreement contains confidential information, In consideration of each of the parties disclosing to the other Confidential Information for the Purpose the parties hereby undertake that they shall: | ||||||
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| WAIVER | |||||||
| 3.6 | If we fail, at any time during the term of these terms and conditions, to insist upon strict performance of any of your obligations under these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. | ||||||
| 3.7 | A waiver by us of any default shall not constitute a waiver of any subsequent default. | ||||||
| 3.8 | No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. | ||||||
| 4. | Your Obligation | ||||||
| 4.1 | We accept orders on the basis that the person placing the order is liable to pay us for the services. In case of using the online services it is your responsibility to ensure the security of your user account. You will be liable to pay for any services ordered on that account until we receive notice from you to the contrary. | ||||||
| 4.2 | We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions. You warrant that you are acting on your own authority or have the authority of your client to instruct us. Where you have appointed officers to the company you warrant that you have the full consent of those officers to be so appointed | ||||||
| 4.3 | You undertake to ensure the accuracy and completeness of the information you provide us and accept all liability for the rejection of documents due to inaccuracies or incompleteness. | ||||||
| 4.4 | It is your responsibility to ensure that any company name or domain name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name. You are responsible for ensuring that your choice of company name or domain name does not infringe any intellectual property rights of any other person in the UK or worldwide | ||||||
| 4.5 | Once we have accepted a request for services you may contact us via email or our site or at the postal address displayed on our site to ask that your request be withdrawn. Given the nature of the services we provide it will be entirely at our discretion whether or not you are entitled to a refund for those services. In the exercise of such discretion we will consider the extent to which we have commenced work on the provision of that service or paid out fees to third parties. Where the service includes the formation of a company, once the incorporation request has been submitted to Companies House it will not be possible to stop the formation process. | ||||||
| 5. | Our Obligations | ||||||
| 5.1 | We will exercise reasonable care in compiling our site, use reasonable efforts to make our site available to you at all times; and take the steps set out in our Privacy Policy to endeavour to secure any personal data or credit card information you give us.; | ||||||
| 5.2 | On accepting a request for services from you we will acknowledge our acceptance and confirm the details you have supplied us with by way of e-mail/ fax. Our acceptance of instructions is deemed to have occurred at the time of our sending the e-mail/ fax and not at the time of your receipt.; | ||||||
| 5.3 | Until we receive further instruction from you we will keep, to your credit, any application or filing fee that is returned to us on the rejection of any application or filing. | ||||||
| 5.4 | In the event of Companies House rejecting an application or submission you will have three days to re-submit the application with appropriate corrections at no extra charge. | ||||||
| 5.5 | If you request business bank account facilities for your new company, we will pass your request to Barclays Bank/ Lloyds or HSBC. We accept no responsibility for the bank account and the banks will undertake their own necessary due diligence procedures. | ||||||
| 5.6 | We act as an agent for you when dealing with Companies House or any other registry or Revenue authority in any jurisdiction. Any fees, levies, fines, excises, penalties, excess charges, licences, duties, taxes, registration fees, search fees or other costs incurred are done so on your behalf as a disbursement whether or not we consulted with you prior to paying the aforementioned. | ||||||
| 6. | Currency, Price and payment | ||||||
| 6.1 | The prices payable for services that you order would be agreed with you. | ||||||
| 6.2 | We accept payment by the following methods: | ||||||
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| 6.3 | All companies we register shall remain our property until payment is received in full. | ||||||
| 6.3 | Pound sterling is acceptable currency with us | ||||||
| 7. | Variation | ||||||
| 7.1 | We reserve the right at any time without notice to revise the content of our site/ brochures/ leaflets/ other marketing promotions (including the services offered by us) and the terms and conditions. | ||||||
| 8. | Termination of Access | ||||||
| 8.1 | In case of using our websites services we reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of the terms and conditions. | ||||||
| 9. | Link to other sites | ||||||
| 9.1 | Certain links, including hypertext links, in our site may take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site. | ||||||
| 10. | Force Majeure | ||||||
| 10.1 | We shall not be liable to you for any breach of the terms and conditions or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, breakdown of systems or network access, fire, explosion or accident. | ||||||
| 11. | Privacy | ||||||
| 11.1 | You agree that we may collect, store, and use information about you in accordance with our Privacy Policy. You acknowledge and agree to be bound by the terms of our Privacy Policy. | ||||||
| 12. | Ownership Rights | ||||||
| 12.1 | All rights in the design, text, graphics and other material on our site/ brochures/ leaflets/ other marketing promotions and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of our site solely in connection with the acquisition of goods or services through our site. Any other use of materials on our site/ brochure/ leaflets/ other marketing promotions (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited. | ||||||
| 13. | Third Party Rights | ||||||
| 13.1 | These terms and conditions are not intended to be enforceable by any third party as provided by the Contracts (Rights of Third Parties) Act 1999. | ||||||
| 14. | Jurisdiction | ||||||
| 14.1 | Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. | ||||||
| 15. | Contact Us | ||||||
| Marble Arch Tower 55 Bryanston Street London W1H 7AJ |
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